MTN : FY 23 Remuneration Report

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Remuneration Report

Part

I

Part

II

Background

1. About this report
2. The year in review
3. Remuneration committee composition
4. Shareholder engagement and voting results
5. Shareholder engagement feedback

1. Our commitment to shareholders and alignment to voting guidelines
2. Committee activities and focus areas

1. Key successes and recognition
2. Information access and external advisers

1. Regulatory compliance

Remuneration policy

1. Remuneration philosophy
2. Our total remuneration framework
3. Adjustments to our remuneration framework in FY 2023

1. Executive remuneration
   114 Executive remuneration pay mix
   116 Annual fixed remuneration determination
   116 Variable remuneration - annual short-term incentive
   119 Long-term incentive plan
   121 Minimum shareholding requirements
   122 Other applicable remuneration policies
   122 Executive employment contracts
   123 Executive employment termination payments

1. Non-executivedirector remuneration policy and approval processes

Part

III

Implementation report

1. FY 2023 annual fixed remuneration
2. FY 2023 STI company performance outcomes

1. FY 2023 LTI performance overview
2. Executive director and prescribed officer performance and remuneration outcomes

1. Executive director and prescribed officer share allocations

1. Non-executivedirector fees increase approach

1. Year-on-yearcomparison of remuneration paid to non-executive directors

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About this Remuneration Report

This report has been prepared for all our stakeholders to provide clarity and transparency on our remuneration policies and their implementation in FY 2023, in line with our Ambition 2025 strategy. This report forms part of our integrated reporting suite and reflects our application of the King Report on Governance for South Africa 2016 (King IVTM^), as for reference by the JSE Listings requirements, in addition to adherence to the requirements of the Companies Act.

Per King IV, this report reflects three elements:

• Part I: Background.
• Part II: Detailed description of our remuneration strategy and policies and amendments thereto.
• Part III: Detailed description of our policy implementation against the background of our 2023 business performance.

Reporting scope

This report reflects our remuneration activities for the period 1st January 2023 to 31st December 2023.

Accountability and oversight

The Human Capital and Remuneration Committee (Remco), referred to as "the committee" is mandated by the MTN Board of Directors referred to as "the Board" to oversee, approve and recommend the human resources strategy and total remuneration framework to the Board. This is done to ensure these policies are fair, compliant and enable and support the achievement of our Ambition 2025 strategy. The committee is also responsible for ensuring that these policies are correctly implemented and align with stakeholder interests.

Assurance

A review of this report was conducted by management to ensure its accuracy with oversight from Remco and the Board. While this report has not undergone formal auditing, it does reflect data

extracted from the audited by our auditors, Ernst & Young Inc (EY).

Approval

The Board is responsible for ensuring the integrity of this report. The Board affirms that this report accurately reflects all decisions made and provides comprehensive disclosure of MTN's remuneration policies and their implementation. This report was approved by the Board for release on 29 April 2024.

Forward looking statements

Statements about our future prospects and performance may be contained in this report. It is important to note that these are forward looking and are not a guarantee of future outcomes. Various factors including volatile business environments which are beyond MTN's control may impact these projections. This, including profit forecasts, could cause actual results to be significantly different to what is indicated in this report. Any forward looking information is the responsibility of the directors and has not been reviewed or reported on by the external auditors.

Guidelines

This report has been developed with reference to the following:

• The Companies Act, No 71 of 2008 (as amended).
• JSE Limited (JSE) Listings Requirements.
• Sustainability Accounting Standards Board (SASB).
• King IV.
• International Financial Reporting Standards (IFRS).

^ Copyright and trademarks are owned by the Institute of Directors South Africa NPC and all of its rights are reserved.

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Chairman

Khotso Mokhele

government minimum wage standards and are actively fostering diversity and equity in our business. This was all performed while maintaining robust governance practices of transparency, accountability and ethical conduct throughout our operations. Our focus has also resulted in recognition from external bodies and the positive sentiments expressed by our employees indicate that our policies and principles are having the desired impact on attraction, retention and employee behaviour alignment.

A detailed breakdown of executive director and prescribed officer remuneration provides insight into the remuneration outcomes reflected in this report. We are confident that our remuneration policy and frameworks align with stakeholder interests.

Part I Background

The year in review:

Dear stakeholders

On behalf of the Board, I am pleased to present our remuneration report for FY 2023 against the backdrop of solid business performance, delivered in a challenging operating environment.

2023 marked a period of uncertainty and disruption, with our elevated levels of macroeconomic and geopolitical volatility that had major impacts on our business. Despite these challenges, we stood strong guided by our Ambition 2025 strategy and unwavering dedication to our core principles. Leveraging our strengths, adaptability and the collective efforts of our talented employees, we not only weathered the storm but stand strong in the demonstrated ability of our people to thrive in even the most demanding circumstances.

To support the solid underlying commercial performance of our business, we remained focused on expense efficiencies to safeguard the profitability and cash generation of the business. As a result, we are proud to have reported on a resilient set of financial and non-financial performance, characterised by the agility and commitment of our people to delivering long-term sustainable value for all our stakeholders. Key to our performance is our commitment to our Environmental, Social, and Governance (ESG) principles. We prioritised sustainability, reducing our Scope 1 and 2 emissions and promoting eco-friendly practices. We are addressing the gender pay gap and are ensuring that we pay above

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Remuneration Committee composition

Building on these achievements, the Human Capital and Remuneration Committee (Remco) played a pivotal role in shaping and implementing our strategic initiatives. Led by a team of experienced professionals, the committee ensured that our remuneration and human resources policies remained robust, fair and aligned with the organisational goals. Their dedication and expertise were instrumental in driving our success and positioning MTN as a leader in employee management practices.

The committee comprises four independent non-executive directors with diverse skills and experience in telecommunications; finance, managing businesses in Africa and the Middle East; human capital; remuneration; and risk management. In FY 2023, the committee scheduled four meetings and all members actively participated in discussions and decision-making processes during these meetings. This level of engagement in discussions and decision-making processes demonstrates their commitment to ensuring fair and responsible outcomes.

Dr Khotso Mokhele

Chairperson

Qualifications: BSc Agriculture, MSC Food Science, PhD (Microbiology), eight honorary doctorates from various institutions

Meetings and attendance: 4/4

Appointed: 1 July 2018

Nkululeko Sowazi	Vincent Rague
Independent non-executive director	Independent non-executive director
Qualifications: Masters degrees from	Qualifications: MBA, BA; Hons (Economics/
University of California Los Angeles (UCLA)	Statistics), executive development
	programmes
Meetings and attendance: 4/4	Meetings and attendance: 4/4
Appointed: 1 November 2016
Appointed: 1 July 2019

Mcebisi Jonas

Independent non-executive director

Qualifications: BA History and Sociology, Higher diploma in education

Meetings and attendance: 4/4

Appointed: 1 July 2019

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Shareholder engagement and voting results

Shareholders vote annually on the remuneration policy and implementation report. We are grateful for the confidence and support shown by our shareholders, as reflected in the significant increase in shareholder approvals granted for both our policies and their implementation. This demonstrates that our remuneration policy and frameworks, along with their implementation, effectively align with stakeholder interests.

As required by the JSE Listings Requirements, where a vote of 25% or more against the policy or the implementation report is received, MTN will engage shareholders to understand their concerns and, through the Board, record measures to address their concerns and provide feedback timeously.

Remuneration policy (%)

			4.76
40.00	14.00	11.40	95.24
		88.60
	86.00
60.00
2020	2021	2022	2023

• For ● Against

Remuneration implementation (%)

			4.88
33.00	39.00	18.35	95.12
		81.65
67.00	61.00
2020	2021	2022	2023

• For ● Against

We appreciate the open and candid engagements we had with our shareholders at the FY 2022 Annual General Meeting (AGM) and roadshows held during the FY 2023 year. These interactions provided our shareholders with the opportunity to raise their concerns, allowing us to address and enhance our remuneration disclosures, principles and policies and their application. The concerns raised in these engagements are detailed below, along with our responses.

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Shareholder engagement feedback

Key shareholder concerns

1. Non-executivedirector (NED) fees Rationale on NED variance and tiering by subcommittees, especially for attendance fees.
2. NED fee differential
   Limited detail provided on the differential of fees between local and international NEDs.
3. ESG disclosure
   Provide disclosure on ESG annual targets.
4. Pay gap disclosure
   Details around the status of the MTN pay gap disclosure.
5. LTI changes and shareholder alignment Constant currency and related adjustments result in reported versus incentive values being different. Shareholders are exposed to currency volatility, so too should executives, if management interests are to be aligned.
6. Remuneration framework changes
   Limited details were provided on changes to the share scheme.
7. Alignment of incentives
   Short-term incentives (STI) and long-term incentives (LTI) should be better aligned with shareholder interests in addition to face value of incentives.
8. Split remuneration
   Why is there a remuneration split between South Africa and Dubai?

Committee response

The determination of fees payable to NEDs is based on market median benchmarks of peer companies approved by the Board. The variance in NED fees by committee reflects the variances in market data, indicating that peer companies and the market have a view of the relative complexity of work and workload of different committees. Since we benchmark against these markets, our NED fees reflect similar differentials to those in the market.

International NEDs are benchmarked against local market medians. However, given the strength of the euro and the requirement to attract international NEDs, they are paid at a premium of the local NED fee. This premium is different for international Board and local committee Chair and member fees.

For FY 2022 reporting, there are two areas where we reported on ESG namely:

1. In the detailed report on ESG disclosed under the Sustainability Report (pages 12 - 96), and
2. In the Remuneration Report (page 88, 92 and 103), where we provided an overview of how the ESG key performance indicators (KPI) linked to our short and long-term incentive payments and awards.

A summary breakdown of the ESG KPIs and corresponding targets and performance are reflected on page 127 of this report. Further detail is

provided in our on page 13.

We are committed to being a responsible corporate citizen and want to ensure that our employees can live an inspired life. We note developments around the pay gap particularly in South Africa. Processes are underway to assess this pay gap and upon completion, full disclosure in accordance with legislative requirements will be made. For FY 2023, we provide details of initiatives currently underway to close other gaps in pay, such as the

gender pay gap on page 48 of our .

This concern was raised previously and a research benchmark-based response was provided in our FY 2022 remuneration reporting (2022 IAR, page 93) as follows: "It is a common practice by companies with significant operations in different countries, such as MTN, to represent their financial performance in constant currency terms to reflect the underlying performance of the business as well as determine incentive outcomes.

Executives are measured based on their ability to drive value creation and outcomes using elements within their scope of control and context of our mandated business focus. We believe that the Ambition 2025 strategy and its linkage to incentive KPIs result in strong alignment of management and shareholder interests over time."

There were no material changes to the company's performance share plan (PSP) share scheme during the FY 2022. In FY 2023 however, a review was conducted on the fintech share scheme and changes were implemented in the December 2023 allocation. See page 114 for further details of the changes to the share scheme and other material remuneration changes.

Both incentive plans are performance-based. Our performance KPIs are stretched and are founded on our short, medium and long-term objectives in alignment with our strategy which the Board approves annually for all employees including executives.

We believe that there is alignment with shareholder expectation as incentive KPIs cascade from overall strategy and are linked to broader organisational goals. The alignment is also reflected in the total annual remuneration of executives, which in turn reflects the performance of the business.

Given the pan-African nature of our business and the importance of having a competitive remuneration structure at senior levels, dual employment contracts are extended to select prescribed officers who have significant responsibilities outside their primary country of employment or whose income and expenses are incurred in multiple currencies. Our peer comparator analysis conducted in FY 2022 indicated that this remuneration principle is common among a number of companies with diverse geographic footprints.

The primary contract is concluded in the home country in local currency and the dual contract is based in Dubai in US dollars. The dual contracts are subject to Board approval.

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Shareholder concerns		Committee response
9.	Fintech structural separation		The Group President and CEO, and other key functional executives had specific KPIs related to the fintech structural separation in their FY 2022
	What is the remuneration around Fintech	and FY 2023 scorecards. These KPIs were monitored throughout the year and their achievements were audited at year-end under "team
	performance and structural separation	performance/Element 2", directly impacting the incentive bonus outcome. Therefore, the remuneration outcomes are tied to the results of
	KPIs as this does not appear to be meeting	the separation.
	timelines.
10.	Executive director remuneration		The Group President and CEO's annual fixed package is determined based on our remuneration policy, which applies to all employees. His total
	How is the size of Group President and	remuneration (annual fixed package, plus short and long-term incentives) is benchmarked against the market median of identified peer
	CEO base salary determined?		comparators of similar size and complexity. Any discrepancies relative to the market benchmarks are recommended for adjustment and require
			approval from the Board.
			Page 117 of this report outlines the peer group benchmark companies. Any specific benchmark exercises conducted during the year are disclosed
			in the Implementation Report.
11.	Use of TSR for LTI		TSR is a common performance metric that reflects long-term shareholder value creation and is used by listed companies locally and globally.
	Benchmarking TSR against peer groups	When the incentive plans were developed, relative TSR was deemed to be an appropriate measure for MTN because it:
	may not be aligned, rather focus on LTI	• Reflects movements in share price, dividends and any other distributions providing a holistic view of shareholder value creation over a defined
	metrics.		period.

• Ensures that executives make decisions that maximise shareholder returns.
• Incentivises long term strategic thinking and sustainable growth as our executives are driven to implement strategies that enhance shareholder value over longer periods in addition to delivering short term gains.

Overall, TSR serves as an effective measure to promote accountability, and align executive and shareholder interests in long term value creation.

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Our commitment to shareholders and alignment to voting guidelines

We continually review voting policy guidelines provided by proxy advisers. We are committed to ensuring alignment to the guidelines, considering appropriate local and global market practice. Actions to ensure alignment are indicated below.

Voting guideline

MTN alignment

Executive remuneration and pay for performance

• Remuneration decisions are informed by market information comparator companies which guide the determination of appropriate pay mixes.
• Both the STI and LTI plans reflect performance conditions which drive our strategy. There is a clear link between performance outcomes and payment made at minimum, threshold target and above-target performance conditions.
• Pay-outsoutlined in the implementation report adhere to the principles as outlined in the remuneration policy.
• The policy is formulated to drive the achievement of MTN strategic objectives and align executive and shareholder interests to deliver long-term sustainable value.

Service contracts and policies	• Ex gratia, sign-on, retention or other non-contractual payments are defined in the implementation report's emoluments section.
	• Severance payments are disclosed.
Policy application	• All material remuneration decisions are subject to Board approval and shareholder approval at the AGM.
	• We actively engage with shareholders on an ongoing basis and where concerns are raised, we respond and implement remedial actions as required.

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Committee activities and focus areas

Remuneration Committee activities for FY 2023

• Annual fixed remuneration package benchmarking and annual increase approvals for executive directors, general executives, non-executive management and non-management employees.
• Enhanced reporting in the FY 2023 remuneration report.
• Annual target setting, performance scorecard outcomes and pay-outs for STIs and LTIs.
• Considered alternative methodologies for the determination of the pay gap.
• Benchmarked and proposed annual fees for non-executive directors.
• Reviewed the long-term incentive plan for our operations and adjacent businesses.
• Engaged with shareholders and approved remedial actions and feedback on concerns.

Remuneration Committee focus for FY 2024

• Strengthening remuneration governance frameworks.
• Reviewing our lower-level staff share empowerment plan.
• Reviewing executive pay practices to continue the alignment to shareholder interests as indicated in this report.
• Addressing identified pay inequities based on race, gender, disabilities, or work of equal value in line with our fair and responsible pay principles.
• Enhancing employee wellness initiatives in line with our 'Live Inspired' employee value proposition.
• Continuing shareholder engagement on remuneration and human capital matters.
• Approving the various share plan reviews and implementation thereof.
• Approving our pay gap methodology, metrics and publication thereof.
• Continue to review and implement an appropriate remuneration model for the fintech business in alignment with the strategic objectives of the MTN Group's Ambition 2025.

Key successes and recognition

In FY 2023, MTN achieved significant successes and received recognition for its remuneration and human resources policies. These accomplishments underscore our commitment to excellence and innovation in employee management. Through various initiatives and strategic decisions, we have demonstrated our ability to adapt to challenges, drive sustainable growth and align with global best practices. This report highlights the key achievements and recognition received during the year, showcasing our ongoing efforts to enhance employee wellbeing, promote diversity and inclusion, and deliver long-term sustainable value to our stakeholders.

MTN named on	Maintained a high
Forbes' World's Best
Employee Engagement
Employers list for
score
2023
MTN named on the
Top 400 Global
Companies for the
third time in four years			83	83
	80	80	80
	78

75

2017 2018 2019 2020 2021 2022 2023

Improved	Strong
External Market
DEI Metrics
ratings

95%	Remuneration	Highest DEI sentiment ever (%)
Report shareholder
Rem	rating - Highest			86
ever rating
Report	83
	82
	MSCI score moved	2021	2022	2023
	from A to AA due to	95%	Women in Tech
	workforce reporting	exceed 2025 target
	contribution	+1pp YoY	by 2pp

1.8pp increase in		Reduction in mean
FTSE on Social for	2.5%	salary gender pay
transparency and	gap

disclosure

	Low Attrition,						HR Experience
High Attraction for
		score improved
	critical talent
									Highest ever HR
	Reduction in voluntary
	attrition from 5.1 to 4.9							experience score (%)
										77
5.1	5.1	4.9					73
							72
2021	2022	2023				2021	2022	2023
Our attraction of critical skills
			Refreshed company
3x more than our regretted				values and associated
losses								behaviours to drive

our culture

32	18	52	27	44	25	Launched our Unlimited
	82		73		75
68						Learning (MTN ULearn
		48		56
					platform) to aid
	2021		2022	2023	upskilling and reskilling
		of MTNers
● Critical capabilities		● Non-critical capabilities

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Information access and external advisers

Members of the committee have the right to request access to any information necessary to make independent judgments on remuneration and related matters, including potential impacts on risk, regulation, compliance, control, or conduct. Our executive management team research, develops and presents all strategic reward processes for approval by the committee. The Remco has delegated approval authority at various levels, with defined roles and responsibilities. The committee has engaged the following service providers and consultancies for independent external advice and is satisfied with the independence and objectivity of each adviser.

• DG Capital.
• Old Mutual RemChannel.
• Vasdex.
• Deloitte Consulting.
• Bowmans Reward Advisory Services.

Regulatory compliance

The reporting of our remuneration policy and implementation framework adheres to the requirements of the South African Companies Act, aligns with the principles and recommended practices of King IV™, and meets the provisions set out by the JSE Listings Requirements. We are attentive to broader remuneration governance guidance and frameworks, ensuring compliance with relevant developments as they arise, including proposed changes to the Companies Amendment Act, 2008.

As a responsible corporate citizen, we remain committed to fair and responsible remuneration practices. Our policies are designed to attract, retain and motivate critical and skilled talent while aligning with the long-term interests of our shareholders and stakeholders. We believe that our current practices are in line with best practices and consistent with principles of good governance. Regular reviews of our policies are conducted to ensure they remain effective and aligned with our strategic objectives.

We are actively monitoring proposed changes to the Companies Act via the Companies Amendments Bill 2023. Through our combined Group's submission, we are providing inputs to the proposed amendments, particularly those related to remuneration requirements. We recognise the importance of transparency and accountability in remuneration practices and are committed to full compliance with all regulatory requirements.

The proposed amendments aim to enhance disclosure requirements and ensure transparency in remuneration policies and practices. While we support the goal of greater transparency, we are carefully reviewing the proposed changes to avoid unintended consequences and undue burden on companies.

We will continue to monitor developments regarding the proposed amendments and ensure our practices comply with all regulatory requirements. We remain committed to transparency, accountability and good governance in all aspects of our business.

As a committee, we are satisfied that we have fulfilled our responsibilities as outlined in our terms of reference and that the objectives of the policy have been achieved without material deviation.

On behalf of the committee, I extend our gratitude to our employees, shareholders and stakeholders for their continued support and confidence in our collective vision. Together, we look forward to navigating the challenges and opportunities ahead with confidence and determination to achieve our Ambition 2025 strategy.

Dr Khotso Mokhele

Chair: Human Resources and Remuneration Committee

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